SYNOPSYS, INC. FORM OF AMENDED AND RESTATED EXECUTIVE CHANGE OF CONTROL SEVERANCE BENEFIT PLAN

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EXHIBIT 10.32

SYNOPSYS, INC.

FORM OF AMENDED AND RESTATED EXECUTIVE CHANGE OF CONTROL SEVERANCE BENEFIT PLAN

SECTION 1.    INTRODUCTION.

        The Synopsys, Inc. Executive Change of Control Severance Benefit Plan (the " Plan ") was established effective March 23, 2006 and is hereby amended and restated effective December 10, 2008. The purpose of the Plan is to provide for the payment of benefits to certain eligible executive employees of Synopsys, Inc. (the " Company ") if such employees are subject to qualifying employment terminations in connection with a Change of Control (as such term is defined below). This Plan shall supersede, as to any Eligible Employee, any severance benefit plan, policy, or practice previously maintained by the Company, other than change of control or severance benefits set forth in an equity incentive plan in which the primary form of award is in the form of options on stock of the Company or grants of shares of stock of the Company. In the event of a benefit set forth in an equity incentive plan, an employee's severance benefit, if any, shall be governed by the terms of such equity incentive plan and shall be governed by this Plan only to the extent that the reduction pursuant to Section 5(b) below does not entirely eliminate benefits under this Plan. This Plan shall not supersede or otherwise amend any severance plan, policy, or practice of the Company with respect to individuals who are not Eligible Employees. This document also constitutes the Summary Plan Description for the Plan.

SECTION 2.    DEFINITIONS.

        For purposes of the Plan, the following terms are defined as follows:

         (a)   " Base Salary" means the Eligible Employee's annual base pay (excluding incentive pay, premium pay, commissions, overtime, bonuses and other forms of variable compensation), at the rate in effect during the last regularly scheduled payroll period immediately preceding the date of the Eligible Employee's Covered Termination.

         (b)   " Board" means the Board of Directors of the Company.

         (c)   " Change of Control" means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

•          (i)     any person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company's then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur (A) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other person from the Company in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (B) solely because the level of Ownership held by any person (the " Subject Person ") exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change of Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change of Control shall be deemed to occur;

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•          (ii)    there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction;

           (iii)  the stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur;

           (iv)   there is consummated a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the Company immediately prior to such sale, lease, license or other disposition.

           (v)    individuals who, on the date this Plan is adopted by the Board, are members of the Board (the " Incumbent Board ") cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.

        For the avoidance of doubt, the term Change of Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company. Once a Change of Control has occurred, no future events shall constitute a Change of Control for purposes of the Plan.

         (d)   " COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

         (e)   " Code" means the Internal Revenue Code of 1986, as amended.

         (f)    " Company" means Synopsys, Inc. or, following a Change of Control, the surviving entity resulting from such transaction.

         (g)   " Constructive Termination" means a termination of employment by an Eligible Employee within sixty (60) days after one of the following is undertaken without the Eligible Employee's express written consent:

•          (i)     the Company significantly reduces the Eligible Employee's duties, authority or responsibilities, relative to the Eligible Employee's duties, authority or responsibilities as in effect immediately prior to such reduction, taken as a whole; provided, however, that a change in the Eligible Employee's title shall not be taken into account in determining if the Eligible Employee's duties, authority or responsibilities have been reduced for the purposes of this Section 2(g)(i);

           (ii)    the Company reduces the Eligible Employee's Base Salary, unless such reduction is made in connection with an across-the-board reduction of substantially all executives' annual base salaries including those of the acquiring company;

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•          (iii)  a relocation of an Eligible Employee's primary business office to a location more than seventy-five (75) miles from the location at which the Eligible Employee predominately performed duties as of the effective date of the Change of Control, except for required travel by the Eligible Employee on the Company's business to an extent substantially consistent with the Eligible Employee's business travel obligations prior to the Change of Control.

        Notwithstanding the foregoing, a termination shall not constitute a Constructive Termination based on conduct described above unless (A) within the thirty (30) day period following the occurrence of the conduct, the Eligible Employee provides the Chief Executive Officer of the Company with written notice specifying (x) the particulars of the conduct and (y) that the Eligible Employee deems such conduct to be described in (i), (ii) or (iii) of this Section 2(g), and (B) the conduct described has not been cured within thirty (30) days following receipt by the Chief Executive Officer of such notice.

         (h)   " Covered Termination" means either (A) an Involuntary Termination Without Cause which occurs within thirty (30) days prior to or twelve (12) months following the effective date of a Change of Control, or (B) a Constructive Termination which occurs within twelve (12) months following the effective date of a Change of Control. Termination of employment of an Eligible Employee due to death or disability shall not constitute a Covered Termination unless a voluntary termination of employment by the Eligible Employee immediately prior to the Eligible Employee's death or disability would have qualified as a Constructive Termination. For purposes of the Plan, an event constituting a Covered Termination shall satisfy the requirements of a "separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the " Code ") and Section 1.409A-1(h) of the regulations promulgated under the Code or any successor regulations.

         (i)    " Eligible Employee" means an employee of the Company (A) who has been designated by the Board as (i) an "officer" under Section 16 of the Securities Exchange Act of 1934, as amended or (ii) a member of the Company's corporate staff; (B) who has received, signed and timely returned a Participation Notice; and (C) whose employment with the Company terminates due to a Covered Termination.

         (j)    " Entity" means a corporation, partnership or other entity.

         (k)   " ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

         (l)    " Involuntary Termination Without Cause" means a termination by the Company of an Eligible Employee's employment relationship with the Company for any reason other than the following:

•          (i)     the Eligible Employee has committed an act of personal dishonesty in connection with the Eligible Employee's responsibilities as a Company employee;

           (ii)    the Eligible Employee commits a felony or any act of moral turpitude;

           (iii)  the Eligible Employee commits any willful or grossly negligent act that constitutes gross misconduct and/or injures, or is reasonably likely to injure, the Company; or

           (iv)   the Eligible Employee substantially fails to perform the Eligible Employee's job duties and/or willfully and materially violates (A) any written policies or procedures of the Company or (B) the Eligible Employee's obligations to the Company and that violation, if curable, continues for a period of thirty (30) days after the Company provides the Eligible Employee written notice that describes the basis for the Company's belief that the Eligible Employee has not substantially performed the Eligible Employee's duties and/or willfully and materially violated (x) any written policies or procedures of the Company or (y) the Eligible Employee's obligations to the Company.

         (m)  " Own," "Owned," "Owner," "Ownership" A person or Entity shall be deemed to "Own," to have "Owned," to be the "Owner" of, or to have acquired "Ownership" of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or

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otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

         (n)   " Participation Notice" means the latest notice delivered by the Company to an employee informing the employee that the employee is a participant in the Plan. A Participation Notice shall be in such form as may be determined by the Company. Notwithstanding the foregoing, neither the Company nor any successor may amend a Participation Notice in any way that is adverse to a participant, without the written consent of the participant, unless the amendment is made more than nine (9) months prior to an applicable Change of Control.

         (o)   " Plan Administrator" means the Board or any committee duly authorized by the Board to administer the Plan. The Plan Administrator may, but is not required to be, the Compensation Committee of the Board. The Board may at any time administer the Plan, in whole or in part, notwithstanding that the Board has previously appointed a committee to act as the Plan Administrator.

         (p)   " Subsidiary" means, with respect to the Company, (A) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (B) any partnership in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%).

SECTION 3.    ELIGIBILITY FOR BENEFITS.

         (a)   General Rules.     Subject to the limitations set forth in this Section 3 and Section 5, in the event of a Covered Termination, the Company shall provide the severance benefits described in Section 4 to each affected Eligible Employee.

         (b)   Exceptions to Benefit Entitlement.     An employee, including an employee who otherwise is an Eligible Employee, will not receive benefits under the Plan (or will receive reduced benefits under the Plan) in the following circumstances, as determined by the Plan Administrator in its sole discretion:

•          (i)     The employee's employment terminates or is terminated for any reason other than a Covered Termination.

           (ii)    The employee resigns his or her employment with the Company in order to accept employment with another entity that is controlled (directly or indirectly) by the Company or is otherwise an affiliate of the Company.

           (iii)  The employee does not confirm in writing that he or she shall be subject to the provisions of Section 5(f), the employee's proprietary information agreement with the Company or the employee's confidentiality agreement with the Company.

           (iv)   The employee is rehired by the Company prior to the date benefits under the Plan are scheduled to be paid or otherwise commence.

           (v)    The employee is offered an identical or substantially equivalent or comparable position with the Company or a successor pursuant to a Change of Control. For purposes of the foregoing, a "substantially equivalent or comparable position" is one that offers the employee substantially the same level of responsibility and compensation; provided, however , that an employee shall not be considered to be offered a "substantially equivalent or comparable position" if a resignation by the employee would constitute a Constructive Termination.

         (c)   Termination or Return of Benefits.     An Eligible Employee's right to receive benefits under this Plan shall terminate immediately (and any benefits received pursuant to this Plan shall be

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immediately returned to the Company) if, at any time prior to or during the eighteen (18) month period following a Change of Control, the Eligible Employee, without the prior written approval of the Plan Administrator:

•          (i)     willfully breaches a material provision of the Eligible Employee's proprietary information or confidentiality agreement with the Company, as referenced in Section 3(b)(iii);

           (ii)    encourages or solicits any of the Company's then current employees to leave the Company's employ for any reason or interferes in any other manner with employment relationships at the time existing between the Company and its then current employees;

           (iii)  uses the Company's proprietary or confidential information to induce any of the Company's then current clients, customers, suppliers, vendors, distributors, licensors, licensees or other third party to terminate or materially diminish their existing business relationship with the Company or interferes in any other manner with any existing business relationship between the Company and any then current client, customer, supplier, vendor, distributor, licensor, licensee or other third party; or

           (iv)   willfully breaches a material provision of Section 5(f).

SECTION 4.    AMOUNT OF BENEFITS.

        In the event an Eligible Employee incurs a Covered Termination, the Eligible Employee shall receive the benefits set forth in this Section 4, subject, however, to the payment provisions set forth in Section 6 and the other limitations and exclusions set forth in this Plan.

         (a)   Cash Severance Benefits.     Except as otherwise provided herein, the Company shall make four equal quarterly cash severance payments to each Eligible Employee in an amount equal to the sum of (i) one-fourth the Eligible Employee's Base Salary, as in effect on the date of a Covered Termination, or, if higher, as in effect immediately prior to the Change of Control, plus (ii) an additional payment equal to one-fourth of the product of (i) the Eligible Employee's annual target bonus at 100% achievement, as in effect on the date of a Covered Termination, or, if higher, as in effect immediately prior to the Change of Control multiplied by (ii) a fraction (x) the numerator of which is the sum of 365 plus the number of calendar days of service actually served by the Eligible Employee in the fiscal year of the Company in which such termination occurs and (y) the denominator of which is 365 (e.g., if a qualifying termination occurs effective May 31st of a given year and the Company's bonus program is based on an October 31 fiscal year end, the payment pursuant to this Section 4(a) will equal the full bonus for the fiscal year of termination at 100% of target, regardless of the Company's actual performance, multiplied by (365 + 212)/365)), such payments to be due on the last day of the third, sixth, ninth and twelfth months following the date of the Covered Termination, provided, however, that if any such payment would otherwise be due on a date that is later than the 15 ^th  day of the third month following the end of the fiscal year in which an Eligible Employee's Covered Termination occurs, such payment shall instead be made on or prior to the 15 ^th  day of the third month following the end of the fiscal year in which an Eligible Employee's Covered Termination occurs. For the avoidance of doubt, it is the intent of this Section 4(a) to provide a cash severance benefit equal to 100% of the Base Salary (as modified) plus 100% of the target bonus for the year of the Covered Termination plus a prorated target bonus (so that the total bonus is between 100% and 200% of the target bonus regardless of actual over or under achievement of performance targets).

         (b)   Health Continuation Coverage.

•         (i)     Provided that the Eligible Employee is eligible for, and has made an election at the time of the Covered Termination pursuant to COBRA under a health, dental, or vision plan sponsored by the Company, each such Eligible Employee shall be entitled to receive a lump-sum payment equal to the amount of the COBRA premiums (inclusive of premiums for the Eligible Employee's

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• dependents for such health, dental, or vision plan coverage as in effect immediately prior to the date of the Covered Termination) necessary to maintain such health, dental, or vision plan coverage for a period of